Common use of PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION Clause in Contracts

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than termination for Cause (as defined in Section 8 below), or termination for Disability or Retirement (as defined in Section 7 below); or (ii) Executive’s resignation from the Bank’s employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent), (B) material change in Executive’s functions, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (C) a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good Reason), at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean:

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder hereunder, for any reason other than reason, including a termination following a Change in Control, but not including a termination for Cause (as defined in Section 8 below)Cause, a termination upon Retirement, or a termination for Disability or Retirement (as defined in Section 7 below)Disability; or (ii) Executive’s resignation from the Bank’s employ, upon anyemploy for “Good Reason,” including resignation for Good Reason following a Change in Control. Good Reason shall mean any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive as to the Executive Vice President and Chief Financial Officer of the Company or the Bank (without Position, unless consented to by Executive’s consent),; (B) a substantial adverse and material change in Executive’s functionsfunction, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above,; (C) a material reduction to Base Salary or benefits of Executive from that being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits); (D) a liquidation or dissolution of the Bank; (E) a relocation of Executive’s principal place of employment by more than 35 twenty-five (25) miles from the corporate principal office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent)on the Effective Date; (DF) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the CompanyBank; or (G) the failure of the Board to renew this Agreement or provide a similar employment agreement at the end of the current term by issuing a Non-Renewal Notice to Executive no later than sixty days before the end of the term, in accordance with the provisions of Section 2(a) hereof. Upon the occurrence of any event described in clauses (ii) (A) through (EF) above (each, a “Good Reason”)above, Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 Agreement by resignation upon not less than thirty (30) days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, ninety (90) days) after the conditionevent giving rise to said right to elect, and provided further that the Company has which termination by Executive shall be an Event of Termination. The Bank shall have at least 30 thirty (30) days to remedy any condition set forth in clauses (ii) (A) through (F); provided, however, that the conditionBank shall be entitled to waive such period and make an immediate payment hereunder. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving No payment or benefit shall be due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights to Executive under this Agreement and upon the occurrence of an Event of Termination, except as provided in this Section solely by virtue of 4. Upon the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses clause (Aii) (G) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon written notice issued to the Bank no more than fifteen (15) days after receipt of the Non-Renewal Notice. Upon receipt of the Executive’s notice of termination due to this Event of Termination, the Bank shall have thirty (30) days to cure the Event of Termination by reversing its decision and notifying the Executive that it will renew the Agreement. No later than the end of the thirty (30) day cure period, the Bank shall either: (i) notify the Executive that it has reversed its decision and will renew the Agreement or (ii) provide the Executive with the written release of claims required under Section 4(i), to be signed by the Executive as a condition to the receipt of severance benefits hereunder. Notwithstanding the foregoing, the following will not constitute an Event of Termination under clause (Bii)(G) above: (i) the failure of the Bank to renew the Agreement upon the Executive’s attainment of the retirement age set forth in Section 7 (or agreed to in writing by the Executive), ; (C), (Dii) the renewal of the Agreement for a shorter period due to the Executive’s attainment of the retirement age set forth in Section 7 during the next three-year term; or (Eiii) abovethe Bank’s offer to renew the Agreement on terms that may be different but similar to the terms of this Agreement provided that, for these purposes, the renewal employment agreement will be considered “similar” if it requires the same multiple of Base Salary and bonus payment upon the same Events of Termination. (iiib) The involuntary termination Upon the occurrence of an Event of Termination and subject to Section 4(i) hereof, the Bank shall pay Executive, as severance pay or liquidated damages, or both, a cash amount equal to two (2) times (three (3) times if the Event of Termination follows a Change in Control) the highest annual rate of Base Salary paid to Executive at any time under this Agreement. (c) Upon the occurrence of an Event of Termination and subject to Section 4(i) hereof, the Bank shall pay Executive a cash amount equal to two (2) times (three (3) times if the Event of Termination follows a Change in Control) the Executive’s employment tax-adjusted payment as provided for in Section 3(d), to be used to maintain the life insurance policy owned by Executive, as set forth in Section 3(d) hereof. (d) Upon the occurrence of an Event of Termination and subject to Section 4(i) hereof, the Bank will provide, at the Bank’s expense, life insurance (including the life insurance provided under the endorsement split dollar life insurance agreement between Executive and Bank) and non-taxable medical and dental coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Company Bank for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage shall cease twenty-four (24) months following the Event of Termination (thirty-six months if the Event of Termination follows a Change in Control). The period of continued health care coverage required by Code Section 4980B(f) shall run concurrently with the coverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash lump sum payment shall be made in a lump sum within thirty (30) days after the later of the Executive’s date of termination (“Date of Termination”) of employment or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties, provided, however, in the event Executive is a Specified Employee (with the meaning of Treasury Regulation Section 1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following Executive’s Date of Termination. (e) Subject to Section 4(i) hereof, the payments under Sections 4(b) and 4(c) shall be payable in a single cash lump-sum distribution within thirty (30) days following the occurrence of an Event of Termination. (f) Upon the occurrence of an Event of Termination and subject to Section 4(i) hereof, the Executive will fully vest in all non-vested stock options and/or restricted stock that have been granted to him, and in the case of stock options, such options shall be immediately exercisable. (g) For purposes of this Section 4, Date of Termination shall mean the date of “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder; provided, however, that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period. (h) Notwithstanding the preceding paragraphs of this Section 4, in the event that the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code or any successor thereto, then such Termination Benefits will be reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to the total amount of payments permissible under Section 280G of the Code or any successor thereto. In the event a reduction is necessary, Executive shall be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within ten business days after receiving a written request from the Bank, the Bank may make such determination, and shall notify Executive promptly thereof. In the event it is determined that permitting Executive or the Bank to make the determination regarding the form or manner of reduction would violate Code Section 409A, such reduction shall be made pro rata. (i) Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including a resignation for Good Reasonclaims under the Age Discrimination in Employment Act (“ADEA”), at any time following a Change but not including claims for benefits under tax-qualified plans or other benefit plans in Control during which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the term termination of this Agreement. For these purposesIn order to comply with the requirements of Code Section 409A and the ADEA, a Change in Control the release shall mean:be provided to Executive no later than the date of his Separation from Service and Executive shall have no fewer than twenty-one (21) days to consider the release, and following Executive’s execution of the release, Executive shall have seven (7) days to revoke said release.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than (A) Disability (as defined in Section 7) or Retirement (as defined in Section 7), or (B) termination for Cause (as defined in Section 8 below)8), or provided that such termination for Disability or Retirement (of employment constitutes a “Separation from Service” as defined in Section 7 below); or (ii) Executive’s resignation from the Bank’s employCompany, upon any (A) failure to elect or reelect re-elect or to appoint or reappoint re-appoint Executive as Executive Vice President and Chief Financial Officer a senior executive officer of the Company or the Bank (without Executive’s consent)Company, (B) material change in liquidation or dissolution of the Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s functions, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above,or (C) a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), or (C) through (E) above (each, a “Good Reason”)above, Executive shall have the right to elect to voluntarily terminate his employment under this AgreementAgreement by resignation upon thirty (30) days prior written notice given within a reasonable period of time not to exceed ninety (90) days after the initial event giving rise to said right to elect. The Company shall have thirty (30) days to cure the conditions giving rise to the Event of Termination, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days may elect to remedy the conditionwaive such thirty (30) day period. Notwithstanding the precedingpreceding sentence, in the event of a continuing breach of this Agreement by the BankCompany, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive resignation but has remained in the employment of the Bank Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), or (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company Company, or the Bank (including a Executive’s voluntary resignation for Good Reason)from the Company’s employ, at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Company shall mean:mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (a), considered as though he were a member of the Incumbent Board or (b) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction in which the Company is not the surviving institution occurs or is implemented. Upon the occurrence of an Event of Termination described in Section 6(a)(i), (ii) or (iii), on the Date of Termination, as defined in Section 9(b), no later than 30 days after such Event of Termination, the Company shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum amount equal to two years of the Base Salary, plus the amount of his most recent Bonus earned by Executive, such that the payments are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) under the “short term deferral rule.” Also upon the occurrence of an Event of Termination, all shares and restricted shares of the Company and options for the Company’s shares held by Executive which have been granted but are unvested pursuant to this Agreement or any prior agreement shall immediately vest. (b) Upon the occurrence of an Event of Termination, the Company will cause to be continued, at Company’s sole expense life and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Company for Executive prior to his termination. Such coverage or payment shall continue for thirty-six (36) months from the Date of Termination. If the Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Company to penalties, then the Company shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s Date of Termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Company to penalties.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than (A) Disability (as defined in Section 7) or Retirement (as defined in Section 7), or (B) termination for Cause (as defined in Section 8 below)8), or provided that such termination for Disability or Retirement (of employment constitutes a “Separation from Service” as defined in Section 7 below); or (ii) Executive’s resignation from the Bank’s employCompany, upon any (A) failure to elect or reelect re-elect or to appoint or reappoint re-appoint Executive as Executive Vice President and Chief Financial Officer a senior executive officer of the Company or the Bank (without Executive’s consent)Company, (B) material change in liquidation or dissolution of the Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s functions, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above,or (C) a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A) through ), (E) above B), or (eachC), a “Good Reason”)above, Executive shall have the right to elect to voluntarily terminate his employment under this AgreementAgreement by resignation upon thirty (30) days prior written notice given within a reasonable period of time not to exceed ninety (90) days after the initial event giving rise to said right to elect. The Company shall have thirty (30) days to cure the conditions giving rise to the Event of Termination, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days may elect to remedy the conditionwaive such thirty (30) day period. Notwithstanding the precedingpreceding sentence, in the event of a continuing breach of this Agreement by the BankCompany, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive resignation but has remained in the employment of the Bank Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), or (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company Company, or the Bank (including a Executive’s voluntary resignation for Good Reason)from the Company’s employ, at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Company shall mean:mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (a), considered as though he were a member of the Incumbent Board or (b) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction in which the Company is not the surviving institution occurs or is implemented or (c) Executive is not elected to serve as a director of the Company.. Upon the occurrence of an Event of Termination described in Section 6(a)(i), (ii) or (iii), on the Date of Termination, as defined in Section 9(b), no later than 30 days after such Event of Termination, the Company shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum amount equal to two years of the Base Salary, plus the amount of his most recent Bonus earned by Executive, such that the payments are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) under the “short term deferral rule.” Also upon the occurrence of an Event of Termination, all shares and restricted shares of the Company and options for the Company’s shares held by Executive which have been granted but are unvested pursuant to this Agreement or any prior agreement shall immediately vest. (b) Upon the occurrence of an Event of Termination, the Company will cause to be continued, at Company’s sole expense life and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Company for Executive prior to his termination. Such coverage or payment shall continue for thirty-six (36) months from the Date of Termination. If the Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Company to penalties, then the Company shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s Date of Termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Company to penalties.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon in all respects be subject to the terms and conditions stated in Sections 4 and 11, and subject to the execution by Executive of a general release of all claims against the Company in a form reasonably acceptable to the Company. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term employment by the Company, the provisions of employment under this AgreementSection 1 shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder by the Company for any reason reason, other than a termination following a Change in Control (as defined in Section 2(a) hereof), upon Retirement (as defined in Section 3 hereof), upon death or Disability (as defined in Section 3 hereof), or for Cause (as defined in Section 8 below), or termination for Disability or Retirement (as defined in Section 7 below4 hereof); or and (ii) Executive’s resignation from the BankCompany’s employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent), (B) any material change in Executive’s functionsfunction, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from scope, unless consented to by the position and attributes thereof described in Section 1Executive, above, (CB) a relocation of Executive’s principal place of employment by more than 35 30 miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction to compensation or in the benefits and perquisites to the Executive from those being provided as of the Effective Date effective date of this Agreement which is materially more adverse to the Executive than similar reductions applicable to other executives of similar status within the Company as the Executive, in each case, unless consented to by the Executive, or (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (EC) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (iiii)(A), (B) or (A) through (EC) above (each, a “resignation for Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under with the Company by resignation for Good Reason upon not less than thirty (30) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, three (3) calendar months after the event giving rise to such right to elect. Notwithstanding any other provision of this AgreementSection 4(a) to the contrary, provided thatno Event of Termination shall be deemed to have occurred unless the Executive also has Separated from Service with the Company, within 90 days as defined in Exhibit A, in accordance with Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”). CHANGE OF CONTROL AND SEVERANCE AGREEMENT (b) Subject to Section 7 hereof, upon the occurrence of an Event of Termination, the Company shall be obligated to pay Executive, as severance pay or liquidated damages, or both, an amount equal to twelve (12) months of the initial existence Executive’s base salary in effect at the time of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice occurrence of the conditionEvent of Termination. Such payment shall be made in one lump sum on the date that is six (6) months after the date of Executive’s Separation from Service; provided, and provided further however, that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event that, at the time of such Separation from Service, Executive is not a continuing breach “specified employee” of this Agreement by the Bank, Executive, after giving due notice Company within the prescribed time frame meaning of Section 409A(a)(2)(B)(i) or the Company does not have a class of stock that is publicly traded on an initial event specified aboveestablished securities market or otherwise, and a six-month delay in payment of benefits is not otherwise required by Section 409A, then such payment shall not waive any of his rights under this Agreement and this Section solely by virtue of be made in twelve (12) equal monthly installments during the fact that Executive has submitted his resignation, provided Executive has remained in twelve (12) months following such Separation from Service. (c) Upon the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described Event of Termination, the Company will cause to be continued life, medical, dental and disability coverage (to the extent available and effected in clauses compliance with Section 409A) substantially identical to the coverage maintained by the Company for Executive prior to his termination for twelve (A), (B), (C), (D12) or (E) abovemonths. (iiid) The involuntary termination Upon the occurrence of Executive’s employment an Event of Termination, the Executive will be entitled to receive vested benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability (if coverage is available under the Company’s current policy) or other employee benefit plans maintained by the Bank (including Company on the Executive’s behalf to the extent provided for by the terms and conditions of the applicable plan documents and to the extent that such benefits are not otherwise paid to Executive under a resignation for Good Reason), at any time following a Change in Control during the term separate provision of this Agreement. For these purposes. (e) Upon the occurrence of an Event of Termination, any unexercised stock options, restricted stock, stock appreciation rights or other equity incentive awards (“Incentive Equity”) granted to the Executive by the Company shall immediately vest and be immediately exercisable and free from any right of repurchase upon the Executive’s receipt or delivery of the Notice of Termination (as defined below) relating to such Event of Termination, and any stock options held by Executive shall remain exercisable for a Change period of ninety (90) days thereafter, after which (unless otherwise provided in Control the Incentive Equity agreement) they shall mean:terminate.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive agrees otherwise, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than a termination for Cause (as defined in governed by Section 8 below), 6 of this Agreement; or termination for Disability or Retirement (as defined in Section 7 below); or (ii) Executive’s resignation from the Bank’s employ, upon anyCompany for “Good Reason.” Good Reason shall include any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent),President; (B) material change in Executive’s functions, duties, duties or responsibilitiesresponsibilities with the Company or its affiliates, which change would cause Executive’s position to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Section 1, above,1 of this Agreement; (C) a relocation of Executive’s principal place of employment by more than 35 twenty-five (25) miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent)Effective Date of this Agreement; (D) a material reduction in the benefits and perquisites provided to Executive from those being provided as of the Effective Date of this Agreement (other than a except for any reduction that is part of a Bankan employee-wide reduction in pay or benefits); (E) liquidation or dissolution of the Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive; or (EF) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (eachF), a “Good Reason”)above, Executive shall have the right to elect to voluntarily terminate his employment under this AgreementAgreement by resignation upon not less than 30 days prior written notice given within a reasonable period of time (not to exceed 90 days) after the event giving rise to the right to elect, which termination by Executive shall be an Event of Termination. The Company shall have 30 days to cure the condition giving rise to the Event of Termination, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days may elect to remedy waive said 30-day period. (b) Upon Executive’s termination of employment in accordance with paragraph (a) of this Section 4, as of the condition. Notwithstanding Date of Termination, as defined in Section 7 of this Agreement, the precedingCompany shall be obligated to pay Executive, or, in the event of a continuing breach his death following the Date of Termination, his beneficiary(ies), or his estate, as the case may be, an amount equal to the sum of: (i) the Base Salary and incentive compensation that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred (based on Executive’s then current Base Salary and most recently paid or accrued bonus at the time of the Event of Termination) plus (ii) the value of all employee benefits that would have been provided to Executive for the remaining term of this Agreement had the Event of Termination not occurred, based on the most recent level of contribution, accrual or other participation by or on behalf of Executive. Such amounts shall be paid to Executive in a single cash lump sum distribution within thirty (30) days following Executive’s Event of Termination; provided however, if the BankExecutive is a “Specified Employee,” as defined in Treasury Regulation 1.409-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Code, such payment shall be delayed until the first day of the seventh full month following the Executive, after giving due notice within the prescribed time frame ’s Date of an initial event specified above, Termination. Such payments shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained be reduced in the event Executive obtains other employment following termination of employment with the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) aboveCompany. (c) In addition to the payments provided for in paragraph (b) of this Section 4, upon Executive’s termination of employment in accordance with the provisions of paragraph (a) of this Section 4, to the extent that the Company continues to offer any life insurance, non-taxable medical, health, or dental insurance plan or arrangement in which Executive or his dependents participates as of the date of the Event of Termination (each being a “Welfare Plan”), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Event of Termination until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) The involuntary termination the end of the remaining term of this Agreement. If the Company does not offer the Welfare Plans at any time after the Event of Termination, then the Company shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the end of the remaining term of this Agreement, with such amounts payable to Executive in a single cash lump sum distribution within thirty (30) days following Executive’s employment by Event of Termination; provided, however, if the Executive is a “Specified Employee,” as defined in Treasury Regulation 1.409- 1(i), then, solely to the extent required to avoid penalties under Section 409A of the Code, such payment shall be delayed until the first day of the seventh full month following the Executive’s Date of Termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to penalties, then the Company or the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (including a resignation for Good Reason)or the remainder of such amount) that Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half months following Executive’s termination of employment, at any time or if later, within two and one-half months following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean:determination that such payment would be illegal or subject to penalties.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s 's term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank of Executive’s 's full-time employment hereunder for any reason other than a termination for Cause (as defined in Section 8 below), or termination for Disability or Retirement (as defined in governed by Section 7 below)of this Agreement; or or (ii) Executive’s 's resignation from the Bank’s employCompany, upon any upon, any (A) notice to Executive of non-renewal of the term of this Agreement; (B) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President Chairman of the Board and Chief Financial Officer of the Company or the Bank Executive Officer; (without Executive’s consent), (BC) material change in Executive’s functions, 's functions or duties, or responsibilitiesresponsibilities with the Company or its affiliates, which change would cause Executive’s position 's position(s) to become one of lesser responsibility, importance, or scope from the position position(s) and attributes thereof described in Section 1, above, 1 of this Agreement; (CD) a relocation of Executive’s 's principal place of employment by more than 35 twenty-five (25) miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ Effective Date of this Agreement; (without Executive’s consent); (DE) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement Agreement; (other than a reduction that is part F) liquidation or dissolution of a the Company or the Bank-wide reduction in pay ; or benefits); or (EG) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (eachG), a “Good Reason”)above, Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company Agreement by resignation upon not less than sixty (60) days' prior written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in given within six (6) full calendar months after the event of a continuing breach of this Agreement by the Bank, giving rise to Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of 's right to elect to terminate his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) aboveemployment. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good Reason), at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean:

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon in all respects be subject to the terms and conditions stated in Section 8. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Holding Company or the Bank of Executive’s 's full-time employment hereunder for any reason other than termination for Cause (Disability, as defined in Section 6 hereof; upon Retirement, as defined in Section 7 hereof; or for Cause, as defined in Section 8 below), or termination for Disability or Retirement (as defined in Section 7 below)hereof; or (ii) Executive’s 's resignation from the Bank’s Holding Company's employ, upon any any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Senior Vice President and President, Chief Financial Officer of the Company or the Bank (without Executive’s consent), Officer, (B) a material change in Executive’s functions's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, , (and any such material adverse change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive’s 's principal place of employment by more than 35 30 miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) failure to provide the benefits required under Section 3(b) of this Agreement, or a material reduction in the benefits and perquisites to the Executive from those being provided as of the Effective Date effective date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or Agreement, (E) liquidation or dissolution of the Bank or Holding Company, or (F) material breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E) or (EF) above, Executive shall have the right to elect to terminate her employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four calendar months after the event giving rise to said right to elect. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good Reason), at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean:

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than termination for Cause (as defined in Section 8 below), or termination for Disability or Retirement (as defined in Section 7 below); or (ii) Executive’s resignation from the Bank’s employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent)Operating Officer, (B) material change in Executive’s functions, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above,, or (C) a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A) through (EC) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good Reason)Bank, at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean:mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the “BHCA”) as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities, except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs or is implemented; or (d) a proxy statement soliciting proxies from stockholders of the Company is distributed, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company’s mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion. (b) Upon the occurrence of an Event of Termination, as defined in Section 6(a)(i) or (ii), on the Date of Termination, as defined in Section 9(b), the Company and/or its subsidiaries shall pay Executive, or, in the event of his death subsequent to an Event of Termination, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to two (2) times Executive’s Base Salary. Upon the occurrence of an Event of Termination, as defined in Section 6(a)(iii), on the Date of Termination, the Company and/or its subsidiaries shall pay Executive, or, in the event of his death subsequent to the Event of Termination, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to two (2) times the sum of (i) Executive’s Base Salary, plus (ii) any earned and accrued but unpaid Bonus for the year of Termination Payments hereunder shall be made in a lump sum within thirty (30) days of the Date of Termination, provided, however, if Executive is a “Specified Employee” under Section 409A of the Internal Revenue Code (“Code”), such payment shall be made on the first day of the seventh full month) following Executive’s “separation from service,” as such term is defined in Code Section 409A. (c) Upon the occurrence of an Event of Termination, as defined in Section 6(a)(i), 6(a)(ii) or 6(a)(iii), the Company will cause to be continued, at Company’s sole expense, life insurance coverage and non-taxable medical and dental insurance coverage substantially identical to the coverage maintained by the Company and/or the Bank for Executive prior to his termination. Such coverage or payment shall continue for twenty-four (24) months from the Date of Termination and shall count as “COBRA” coverage. (d) Notwithstanding the preceding paragraphs of this Section 6, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount”, as determined in accordance with said Section 280G. The allocation of the reduction required hereby among Termination Benefits provided by the preceding paragraphs of this Section 6 shall be determined by the Executive.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s 's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Holding Company or the Bank of Executive’s 's full-time employment hereunder for any reason other than termination for Cause (as defined in Section 8 below), or termination for Disability or Retirement (as defined in paragraph (f) of this Section 4), termination governed by Section 5(a) of this Agreement, or Termination for Cause as defined in Section 7 below)of this Agreement; or or (ii) Executive’s 's resignation from the Bank’s Holding Company's employ, upon any upon, any (A) notice to Executive by the Holding Company of non-renewal of the term of this Agreement, (B) failure to elect or reelect or to appoint or reappoint Executive as Executive Senior Vice President and Chief Financial Officer or failure to renominate Executive as a director of the Institution or Holding Company or to the Bank extent Executive was previously serving as a director (without Executive’s consentunless Executive so consents), , (BC) material change in Executive’s functions's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 11 of this Agreement, above, (Cunless Executive so consents), (D) a relocation of Executive’s 's principal place of employment by more than 35 25 miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of the Agreement (unless Executive so consents), ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (DE) a material reduction in the benefits benefits, arrangements and perquisites being provided to Executive from those being pursuant to Section 3 of this Agreement, to which Executive does not consent or for which Executive is not or will not be provided as the economic benefit pursuant to Section 3(b) of this Agreement, (F) liquidation or dissolution of the Effective Date of this Agreement Holding Company or the Institution, or (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (EG) material breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E), (F) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good ReasonG), at any time following a Change in Control during above, Executive shall have the term of right to elect to terminate his employment under this Agreement. For these purposes, a Change in Control shall mean:Agreement by resignation upon not less than sixty (60) days prior written notice given within six full calendar months after the event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than termination for Cause (as defined in Section 8 below), or termination for Disability or Retirement (as defined in Section 7 below); or (ii) Executive’s resignation from the Bank’s employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent)Officer, (B) material change in Executive’s functions, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above,, or (C) a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A) through (EC) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good Reason)Bank, at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean:mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the “BHCA”) as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities, except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs or is implemented; or (d) a proxy statement soliciting proxies from stockholders of the Company is distributed, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the Company’s mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion. (b) Upon the occurrence of an Event of Termination, as defined in Section 6(a)(i) or (ii), on the Date of Termination, as defined in Section 9(b), the Company and/or its subsidiaries shall pay Executive, or, in the event of his death subsequent to an Event of Termination, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to two (2) times Executive’s Base Salary. Upon the occurrence of an Event of Termination, as defined in Section 6(a)(iii), on the Date of Termination, the Company and/or its subsidiaries shall pay Executive, or, in the event of his death subsequent to the Event of Termination, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to two (2) times the sum of (i) Executive’s Base Salary, plus (ii) any earned and accrued but unpaid Bonus for the year of Termination. Payments hereunder shall be made in a lump sum within thirty (30) days of the Date of Termination, provided, however, if Executive is a “Specified Employee” under Section 409A of the Internal Revenue Code (“Code”), such payment shall be made on the first day of the seventh full month) following Executive’s “separation from service,” as such term is defined in Code Section 409A. (c) Upon the occurrence of an Event of Termination, as defined in Section 6(a)(i), 6(a)(ii) or 6(a)(iii), the Company will cause to be continued, at Company’s sole expense, life insurance coverage and non-taxable medical and dental insurance coverage substantially identical to the coverage maintained by the Company and/or the Bank for Executive prior to his termination. Such coverage or payment shall continue for twenty-four (24) months from the Date of Termination and shall count as “COBRA” coverage. (d) Notwithstanding the preceding paragraphs of this Section 6, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount”, as determined in accordance with said Section 280G. The allocation of the reduction required hereby among Termination Benefits provided by the preceding paragraphs of this Section 6 shall be determined by the Executive.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s 's term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank of Executive’s 's full-time employment hereunder for any reason other than a termination for Cause (as defined in Section 8 below), or termination for Disability or Retirement (as defined in governed by Section 7 below)of this Agreement; or or (ii) Executive’s 's resignation from the Bank’s employ, upon any upon, any (A) notice to Executive of non-renewal of the term of this Agreement; (B) failure to elect or reelect or to appoint or reappoint Executive as President, Chief Executive Vice President Officer and Chief Financial Officer Secretary of the Company or the Bank Bank; (without Executive’s consent), (BC) material change in Executive’s functions's function, duties, duties or responsibilitiesresponsibilities with the Bank or its affiliates, which change would cause Executive’s position 's position(s) to become one of lesser responsibility, importance, importance or scope from the position position(s) and attributes thereof described in Section 1, above, 1 of this Agreement; (CD) a relocation of Executive’s 's principal place of employment by more than 35 twenty-five (25) miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ Effective Date of this Agreement; (without Executive’s consent); (DE) a material reduction in the benefits and perquisites provided to Executive from those being provided as of the Effective Date of this Agreement Agreement; (other than a reduction that is part F) liquidation or dissolution of a the Company or the Bank-wide reduction in pay ; or benefits); or (EG) material breach of this Agreement by the Bank or the Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (eachG), a “Good Reason”)above, Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company Agreement by resignation upon not less than sixty (60) days' prior written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in given within six (6) full calendar months after the event of a continuing breach of this Agreement by the Bank, giving rise to Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of 's right to elect to terminate his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) aboveemployment. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good Reason), at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean:

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than a termination for Cause (as defined in governed by Section 8 below)5(a) hereof, or termination Termination for Disability or Retirement (Cause, as defined in Section 7 below)hereof; or (ii) Executive’s resignation from the Bank’s employ, upon any employ for “Good Reason,” which shall mean without Executive’s consent (A) a material reduction of Executive’s authority, duties or responsibilities with respect to the Bank, including the failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent), [TITLE]; (B) a material change in reduction of Executive’s functions, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, target cash compensation; (C) a relocation of Executive’s principal place of employment by more than 35 miles from material change in the corporate office located geographic location at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); which Executive must perform his services to the Bank; or (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the CompanyAgreement. Upon the occurrence of any event described in clauses (ii) (A) through (ED) above (each, a constituting “Good Reason”), ,” Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, by resignation within six months after initial existence of the event giving rise to said right to resign; provided that, that within 90 30 days of after the initial existence of the condition serving as the basis for resignation Executive has provided the voluntary termination for Good Reason, Executive gives the Company Bank written notice of the condition, circumstances providing the basis for resigning on account of “Good Reason” and provided further that the Company Bank has at least failed to remedy such circumstances within 30 days after receiving such notice. A resignation by Executive without complying with the notice and opportunity to remedy the condition. Notwithstanding the preceding, provisions in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including constitute a resignation for “Good Reason), at ” for any time following a Change in Control during the term purpose of this Agreement. For these purposes, a Change in Control shall mean:.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s 's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Holding Company or the Bank of Executive’s 's full-time employment hereunder for any reason other than termination for Cause (than, Retirement, as defined in Section 8 below)paragraph (f) hereof, or termination Termination for Disability or Retirement (Cause, as defined in Section 7 below)hereof; or (ii) Executive’s 's resignation from the Bank’s Holding Company's employ, upon any any (A) notice to Executive by the Holding Company of non-renewal of the term of this Agreement, (B) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer [Title] of the Holding Company, failure to elect or reelect or to appoint or reappoint Executive as [Title] of the Bank, or, failure to nominate or reelect Executive to the Board of Directors of the Holding Company or the Bank Bank, unless Executive consents to any such event, (without Executive’s consent), (BC) a material change in Executive’s functions's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 11 above (and any such material change shall be deemed a continuing breach of this Agreement), above, (CD) a relocation of Executive’s 's principal place of employment by more than 35 fifty (50) miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction in the benefits and perquisites available to Executive from those being to which Executive does not consent or for which Executive is not or will not be provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or economic benefit pursuant to Section 3(b) hereof, (E) material liquidation or dissolution of the Bank or the Holding Company, or (F) breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good ReasonF), at any above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time following not to exceed, except in case of a Change in Control during continuing breach, four calendar months after the term of this Agreement. For these purposes, a Change in Control shall mean:event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s the term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an “Event of Termination” ’’ shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than a termination for Cause due to death (as defined in see Section 8 below6), or a termination for Disability or Retirement (upon “Retirement,” as defined in Section 7 below); oror a termination for “Cause,” as defined in Section 8, and (ii) Executive’s voluntary resignation from the Bank’s employemploy within 90 days after a material breach of this Agreement by the Bank , upon anyprovided that Executive gives not less than 30 days prior written notice to the Bank within a reasonable period of time after such breach; and provided that the Bank has at least 30 days to remedy the condition. (Ab) failure to elect An “Event of Termination” shall not include the assignment of different duties, functions or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or responsibilities with the Bank (without Executive’s consent), (B) material by the Chief Executive Officer that would change in Executive’s functions, duties, or responsibilities, which change would cause Executive’s position to become one the scope of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above,. (Cc) a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (eachan Event of Termination, a “Good Reason”)the Bank shall pay Executive, Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the precedingor, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a continuing breach lump sum in cash equal to the sum of: (i) his earned but unpaid salary as of this Agreement by the date of his termination of employment with the Bank; (ii) the benefits, Executiveif any, after giving due notice within to which he is entitled to as a former employee under the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement employee benefit plans and this Section solely by virtue of programs and compensation plans and programs maintained for the fact that Executive has submitted his resignation, provided Executive has remained in the employment benefit of the Bank or Company’s officers and employees; (ii) the remaining payments that Executive would have earned, in accordance with Sections 3(a) and 3(b), if he had continued his employment with the Bank for twelve (12) full months following such Event of Termination, and had earned the maximum bonus or incentive award in each calendar year that ends during such term; and (iv) the annual contributions or payments that would have been made on Executive’s behalf to any employee benefit plans of the Bank as if Executive had continued his employment with the Bank for twelve (12) full months following such Event of Termination, based on contributions or payments made (on an annualized basis) as of the date of the Event of Termination. Any payments hereunder shall be made in a lump sum within thirty (30) days after the date of such Event of Termination. Notwithstanding the foregoing, in the event Executive is engaged a “Specified Employee” (as defined in good faith discussions Code Section 409A and the regulations thereunder), to resolve any the extent required under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following the Event of Termination. (d) Upon the occurrence of an event described in clauses (A)Event of Termination, (B), (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment the Bank will cause to be continued life insurance coverage and non-taxable medical and disability coverage substantially identical to the coverage maintained by the Company or Bank for Executive and his family prior to Event of Termination for the Bank (including a resignation for Good Reason), at any time following a Change in Control during the remaining unexpired term of this Agreement. For these purposesThereafter, a Change COBRA group health care continuation coverage shall be made available to the Executive and his spouse and dependents in Control shall mean:accordance with applicable law.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event Event-of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than a termination for Cause (as defined in governed by Section 8 below)5(a) hereof, or termination Termination for Disability or Retirement (Cause, as defined in Section 7 below)hereof; or (ii) Executive’s resignation from the Bank’s employ, upon any employ for “Good Reason,” which shall mean without Executive’s consent (A) a material reduction of Executive’s authority, duties or responsibilities with respect to the Bank, including the failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent), ; (B) a material change in reduction of Executive’s functions, duties, salary; or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (C) a relocation of Executive’s principal place of employment by more than 35 miles from material change in the corporate office located geographic location at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); which the Executive must perform his services to the Bank; or (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the CompanyAgreement. Upon the occurrence of any event described in clauses (ii) (A) through (ED) above (each, a constituting “Good Reason”), ,” Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, by resignation within six months after initial existence of the event giving rise to said right to resign; provided that, that within 90 30 days of after the initial existence of the condition serving as the basis for resignation Executive has provided the voluntary termination for Good Reason, Executive gives the Company Bank written notice of the condition, circumstances providing the basis for resigning on account of “Good Reason” and provided further that the Company Bank has at least failed to remedy such circumstances within 30 days after receiving such notice. A resignation by Executive without complying with the notice and opportunity to remedy provisions in this Agreement shall not constitute a resignation for “Good Reason” for any purpose of this Agreement. (b) Upon the condition. Notwithstanding occurrence of an Event of Termination, on the precedingDate of Termination, as defined in Section 8, the Bank shall be obligated to pay Executive, or, in the event of a continuing breach his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be an amount equal to the sum of: (i) the amount of the remaining payments that the Executive would have earned if he had continued his employment with the Bank during the remaining term of this Agreement by at the BankExecutive’s Base Salary at the Date of Termination; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employee benefit plans of the Bank or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination; provided, Executivehowever, after giving due notice within the prescribed time frame of an initial event specified abovethat any payments pursuant to this subsection and subsection 4(c) below, shall not waive any of his rights under this Agreement and this Section solely by virtue of not, in the fact aggregate, exceed three times Executive’s average annual compensation for the five most recent taxable years that Executive has submitted his resignation, provided Executive has remained been employed by the Bank or such lesser number of years in the employment event that Executive shall have been employed by the Bank for less than five years. Such payments shall be made in a lump sum within five business days of the Executive’s Date of Termination, subject to delayed payment pursuant to Section 24 hereof, if applicable. Any such payment may also be delayed where the Bank and reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law; provided that the payment is engaged made at the earliest date at which the Bank reasonably anticipates that the making of the payment will not cause such violation. Such payments shall not be reduced in good faith discussions to resolve any the event the Executive obtains other employment following termination of employment. (c) Upon the occurrence of an event described in clauses (A)Event of Termination, (B)the Bank will cause to be continued life, (C)medical, (D) or (E) above. (iii) The involuntary termination of Executive’s employment dental and disability coverage substantially identical to the coverage maintained by the Company Bank or the Holding Company for Executive prior to his termination at no premium cost to the Executive, except to the extent such coverage may be changed in its application to all Bank (including a resignation for Good Reason), at any time following a Change in Control during or Holding Company employees. Such coverage shall cease upon the expiration of the remaining term of this Agreement. For these purposesIf the provision of any of the benefits covered by this Section 4(c) would trigger the 20% excise tax and interest penalties under Section 409A of the Code, then the benefit(s) that would trigger such tax and interest penalties shall not be provided (collectively the “Excluded Benefits”), and in lieu of the Excluded Benefits the Bank will pay to the Executive, in a lump sum within thirty business days following termination of employment or thirty business days after such determination, should it occur after termination of employment, a Change in Control shall mean:cash amount equal to the cost to the Bank of providing the Excluded Benefits. Such lump sum payment will be subject to delayed payment pursuant to Section 24 hereof if applicable.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. As Unless Executive agrees otherwise, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than a termination for Cause (as defined in governed by Section 8 below), 6 of this Agreement; or termination for Disability or Retirement (as defined in Section 7 below); or (ii) Executive’s resignation from the Bank’s employ, upon anyCompany for “Good Reason.” Good Reason shall include any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent),; (B) material change in Executive’s functions, duties, duties or responsibilitiesresponsibilities with the Company or its affiliates, which change would cause Executive’s position to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Section 1, above,1 of this Agreement; (C) a relocation of Executive’s principal place of employment by more than 35 twenty-five (25) miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent)Effective Date of this Agreement; (D) a material reduction in the benefits and perquisites provided to Executive from those being provided as of the Effective Date of this Agreement (other than a except for any reduction that is part of a Bankan employee-wide reduction in pay or benefits); (E) liquidation or dissolution of the Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive; or (EF) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (eachF), a “Good Reason”)above, Executive shall have the right to elect to voluntarily terminate his employment under this AgreementAgreement by resignation upon not less than 30 days prior written notice given within a reasonable period of time (not to exceed 90 days) after the event giving rise to the right to elect, which termination by Executive shall be an Event of Termination. The Company shall have 30 days to cure the condition giving rise to the Event of Termination, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days may elect to remedy waive said 30-day period. (b) Upon Executive’s termination of employment in accordance with paragraph (a) of this Section 4, as of the condition. Notwithstanding Date of Termination, as defined in Section 7 of this Agreement, the precedingCompany shall be obligated to pay Executive, or, in the event of a continuing breach his death following the Date of Termination, his beneficiary(ies), or his estate, as the case may be, an amount equal to the sum of: (i) the Base Salary and incentive compensation that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred (based on Executive’s then current Base Salary and most recently paid or accrued bonus at the time of the Event of Termination) plus (ii) the value of all employee benefits that would have been provided to Executive for the remaining term of this Agreement had the Event of Termination not occurred, based on the most recent level of contribution, accrual or other participation by or on behalf of Executive. Such amounts shall be paid to Executive in a single cash lump sum distribution within thirty (30) days following Executive’s Event of Termination; provided however, if the BankExecutive is a “Specified Employee,” as defined in Treasury Regulation 1.409-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Code, such payment shall be delayed until the first day of the seventh full month following the Executive, after giving due notice within the prescribed time frame ’s Date of an initial event specified above, Termination. Such payments shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained be reduced in the event Executive obtains other employment following termination of employment with the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) aboveCompany. (c) In addition to the payments provided for in paragraph (b) of this Section 4, upon Executive’s termination of employment in accordance with the provisions of paragraph (a) of this Section 4, to the extent that the Company continues to offer any life insurance, non-taxable medical, health, or dental insurance plan or arrangement in which Executive or his dependents participates as of the date of the Event of Termination (each being a “Welfare Plan”), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Event of Termination until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) The involuntary termination the end of Executive’s employment by the Company or the Bank (including a resignation for Good Reason), at any time following a Change in Control during the remaining term of this Agreement. For these purposesIf the Company does not offer the Welfare Plans at any time after the Event of Termination, then the Company shall provide Executive with a Change payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the end of the remaining term of this Agreement, with such amounts payable to Executive in Control a single cash lump sum distribution within thirty (30) days following Executive’s Event of Termination; provided, however, if the Executive is a “Specified Employee,” as defined in Treasury Regulation 1.409-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Code, such payment shall mean:be delayed until the first day of the seventh full month following the Executive’s Date of Termination.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon in all respects be subject to the terms and conditions stated in Sections 4 and 11, and subject to the execution by Executive of a general release of all claims against the Company in a form reasonably acceptable to the Company. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term employment by the Company, the provisions of employment under this AgreementSection 1 shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder by the Company for any reason reason, other than a termination following a Change in Control (as defined in Section 2(a) hereof), upon Retirement (as defined in Section 3 hereof), upon death or Disability (as defined in Section 3 hereof), or for Cause (as defined in Section 8 below), or termination for Disability or Retirement (as defined in Section 7 below4 hereof); or and (ii) Executive’s resignation from the BankCompany’s employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent), (B) any material change in Executive’s functionsfunction, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from scope, unless consented to by the position and attributes thereof described in Section 1Executive, above, (CB) a relocation of Executive’s principal place of employment by more than 35 30 miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction to compensation or in the benefits and perquisites to the Executive from those being provided as of the Effective Date effective date of this Agreement which is materially more adverse to the Executive than similar reductions applicable to other executives of similar status within the Company as the Executive, in each case, unless consented to by the Executive, or (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (EC) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (iiii)(A), (B) or (A) through (EC) above (each, a “resignation for Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of with the initial existence of the condition serving as the basis for the voluntary termination Company by resignation for Good Reason, Executive gives the Company Reason upon not less than thirty (30) days prior written notice given within a reasonable period of the conditiontime not to exceed, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, except in the event case of a continuing breach breach, three (3) calendar months after the event giving rise to such right to elect. Notwithstanding any other provision of this Agreement by Section 4(a) to the Bankcontrary, Executiveno Event of Termination shall be deemed to have occurred unless the Executive also has Separated from Service with the Company, after giving due notice within as defined in Exhibit A, in accordance with Internal Revenue Code Section 409A and the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this regulations promulgated thereunder (“Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A409A”), (B), (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good Reason), at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean:

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment defined under this Agreement), the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder under this Agreement by the Holding Company during the term of this Agreement for any reason other than a termination for Cause (as defined in Section 8 below), governed by Sections 5 or termination for Disability 9 of this Agreement; or Retirement (as defined in Section 7 below); or (ii) Executive’s resignation from his employment with the Bank’s employHolding Company during the term of this Agreement upon, upon any any (A) failure to elect or reelect re-elect or to appoint or reappoint re-appoint Executive as to his positions set forth in Section 1 of this Agreement, unless Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent), consents to such event, (B) material change in Executive’s functions, duties, or responsibilitiesresponsibilities with the Holding Company or its subsidiaries, which change would cause Executive’s position with the Holding Company to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1scope, above, unless Executive consents to such event, (C) a relocation of Executive’s principal place of employment by more than 35 seventy-five (75) miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Effective Time, ▇▇▇ ▇▇▇▇▇▇▇▇▇unless Executive consents to such event, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a material reduction in the compensation, benefits and perquisites provided to Executive from those being provided as of the Effective Date Time of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or Agreement, unless Executive consents to such event, (E) material liquidation or dissolution of the Holding Company or the Bank, or (F) breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E) or (EF) above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than one hundred twenty (120) days prior written notice given within six (6) full calendar months after the applicable event giving rise to Executive’s right to elect to terminate his employment. (iiib) The involuntary termination of Upon Executive’s termination from employment by the Company or the Bank in accordance with paragraph (including a resignation for Good Reason), at any time following a Change in Control during the term a) of this AgreementSection, the Holding Company shall be obligated to pay Executive, or, in the event of his death following the Date of Termination, his beneficiary or beneficiaries, or his estate, as the case may be, Severance Pay. For these purposes, a Change The Severance Pay shall be determined and paid in Control shall mean:accordance with Section 19 below.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: : (i) the involuntary termination by the Holding Company or the Bank of Executive’s full-time employment hereunder for any reason other than termination for Cause (as defined in governed by Section 8 below)5(a) hereof, or termination for Disability or Retirement (Cause, as defined in Section 7 below)hereof; or or (ii) Executive’s resignation from the BankHolding Company’s employ, upon any employ for “Good Reason,” which shall mean without Executive’s consent (A) a material reduction of Executive’s authority, duties or responsibilities with respect to the Holding Company or its Subsidiaries, including the failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent), ; (B) a material change in reduction of Executive’s functions, duties, salary; or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (C) a relocation of Executive’s principal place of employment by more than 35 miles from material change the corporate office located geographic location at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); which the Executive must perform his services to the Holding Company; or (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the CompanyAgreement. Upon the occurrence of any event described in clauses (ii) (A) through (ED) above (each, a constituting “Good Reason”), ,” Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, by resignation within six months after initial existence of the event giving rise to said right to resign; provided that, that within 90 30 days of after the initial existence of the condition serving as the basis for resignation Executive has provided the voluntary termination for Good Reason, Executive gives the Holding Company written notice of the condition, circumstances providing the basis for resigning on account of “Good Reason” and provided further that the Holding Company has at least failed to remedy such circumstances within 30 days after receiving such notice. A resignation by Executive without complying with the notice and opportunity to remedy provisions in this Agreement shall not constitute a resignation for “Good Reason” for any purpose of this Agreement. (b) Upon the condition. Notwithstanding occurrence of an Event of Termination, on the precedingDate of Termination, as defined in Section 8, the Holding Company shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a continuing breach sum equal to the sum of: (i) the amount of the remaining payments that the Executive would have earned if he had continued his employment with the Institution during the remaining term of this Agreement by at the BankExecutive’s Base Salary at the Date of Termination; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employee benefit plans of the Institution or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination. Such payments shall be made in a lump sum within five business days of the Date of Termination, Executive, after giving due notice within the prescribed time frame of an initial event specified above, subject to delayed payment pursuant to Section 22 hereof if applicable. Such payments shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained be reduced in the event the Executive obtains other employment following termination of employment. (c) Upon the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A)Event of Termination, (B)the Holding Company will cause to be continued life, (C)medical, (D) or (E) above. (iii) The involuntary termination of Executive’s employment dental and disability coverage substantially equivalent to the coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to the Bank (including a resignation for Good Reason), at any time following a Change in Control during Executive. Such coverage shall cease upon the expiration of the remaining term of this Agreement. For these purposesIf the provision of any of the benefits covered by this Section 4(c) would trigger the 20% excise tax and interest penalties under Section 409A of the Code, then the benefit(s) that would trigger such tax and interest penalties shall not be provided (collectively the “Excluded Benefits”), and in lieu of the Excluded Benefits the Holding Company will pay to the Executive, in a lump sum within thirty business days following termination of employment or thirty business days after such determination, should it occur after termination of employment, a Change in Control shall mean:cash amount equal to the cost to the Holding Company of providing the Excluded Benefits. Such lump sum payment will be subject to delayed payment pursuant to Section 22 hereof if applicable.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s 's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank Institution of Executive’s 's full-time employment hereunder for any reason other than termination for Cause (than, Retirement, as defined in Section 8 below)6 hereof, or termination Termination for Disability or Retirement (Cause, as defined in Section 7 below)hereof; or (ii) Executive’s 's resignation from the Bank’s Institution's employ, upon any any (A) notice to Executive by the Institution of non-renewal of the term of this Agreement, (B) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer Executive Officer, or failure to nominate or reelect Executive to the Board of Directors of the Company or the Bank Institution unless Executive consents to any such event, (without Executive’s consent), (BC) a material change in Executive’s functions's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, , (Cand any such material change shall be deemed a continuing breach of this Agreement), (D) a relocation of Executive’s 's principal place of employment by more than 35 twenty-five (25) miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction in the benefits and perquisites available to Executive from those being to which Executive does not consent or for which Executive is not or will not be provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or economic benefit pursuant to Section 3(b) hereof, (E) material liquidation or dissolution of the Institution or the Holding Company, or (F) breach of this Agreement by the CompanyInstitution. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good ReasonF), at any above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time following not to exceed, except in case of a Change in Control during continuing breach, four calendar months after the term of this Agreement. For these purposes, a Change in Control shall mean:event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s 's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank Institution of Executive’s 's full-time employment hereunder for any reason other than termination for Cause (than, Retirement, as defined in Section 8 below)6 hereof, or termination Termination for Disability or Retirement (Cause, as defined in Section 7 below)hereof; or (ii) Executive’s 's resignation from the Bank’s Institution's employ, upon any any (A) notice to Executive by the Institution of non-renewal of the term of this Agreement, (B) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer Executive Officer, or failure to nominate or reelect Executive to the Board of Directors of the Company or the Bank Institution, unless Executive consents to any such event (without Executive’s consent), (BC) a material change in Executive’s functions's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, , (Cand any such material change shall be deemed a continuing breach of this Agreement), (D) a relocation of Executive’s 's principal place of employment by more than 35 twenty-five (25) miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction in the benefits and perquisites available to Executive from those being to which Executive does not consent or for which Executive is not or will not be provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or economic benefit pursuant to Section 3(b) hereof, (E) material liquidation or dissolution of the Institution or the Holding Company, or (F) breach of this Agreement by the CompanyInstitution. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good ReasonF), at any above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time following not to exceed, except in case of a Change in Control during continuing breach, four calendar months after the term of this Agreement. For these purposes, a Change in Control shall mean:event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during the Executive’s 's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Company Bank or the Bank Company of Executive’s 's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause (Cause, as defined in Section 8 below)hereof, or a termination for Disability or upon Retirement (as defined in Section 7 below)hereof, or a termination for disability as set forth in Section 6 hereof; or and (ii) Executive’s 's resignation from the Company's and the Bank’s 's employ, upon any any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer ______________of the Company and the Bank, or to nominate (and as to the Bank, elect) Executive to the Board of Directors of Bank (without and the Company, unless consented to by the Executive’s consent), , (B) a material change in Executive’s functions's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1Sections 1 and 2 above, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive’s 's principal place of employment by to a location that is more than 35 25 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇location of the Bank's principal executive offices as of the date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction in the benefits and perquisites perquisites, including Base Salary, to the Executive from those being provided as of the Effective Date effective date of this Agreement (other than a except for any reduction that is part of a Bankan employee-wide reduction in pay or benefits); or , (D) a liquidation or dissolution of the Bank or the Company, or (E) material breach of this Agreement by the CompanyBank. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) above. , Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (iii30) The involuntary days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s 's employment by the Company except as provided in Section 4 or the Bank (including a resignation for Good Reason), at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control shall mean:5 hereof.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 15. (a) The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than termination for Cause than, (A) disability or retirement as defined in Section 8 6 below, (B) a Change in Control, as defined in Section 5(a), or termination (C) Termination for Disability or Retirement (Cause as defined in Section 7 below)hereof; or (ii) Executive’s resignation from the Bank’s employ, upon employ for “Good Reason.” Good Reason shall include any: (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent)President, (B) failure to renominate and reelect Executive to the Bank’s or the Company’s board following his appointment thereto provided, however, that any failure to elect Executive to such board which results from the actions of non-affiliated stockholders, shall not be deemed an Event of Termination, (C) material change in Executive’s functionsfunction, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1▇▇▇▇▇▇▇ ▇, above▇▇▇▇▇, (C▇) a relocation of Executive’s principal place of employment by more than 35 15 miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date effective date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); orAgreement, (E) material liquidation or dissolution of the Bank other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or (F) any other breach of this Agreement by the CompanyBank. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “constituting Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 Agreement by resignation upon not less than 30 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company prior written notice given within a reasonable period of time (not to exceed 90 days) after the conditionevent giving rise to the right to elect, and provided further that the Company has which termination by Executive shall be an Event Termination. The Bank shall have at least 30 days to remedy the conditionevent constituting Good Reason, provided, however, the Bank shall be entitled to waive such period and make an immediate payment hereunder. Notwithstanding In the precedingevent of Executive’s resignation for any reason other than as specifically set forth in this Section 4(a), Executive shall not be entitled to any benefits under this Agreement. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a continuing breach sum equal to the Base Salary due to Executive for the remaining unexpired term of this Agreement by the Agreement; provided, however, that if the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank’s capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. All amounts payable hereunder shall be made in a lump sum without reduction in the event Executive obtains employment following an Event of Termination, and shall commence within thirty (30) days following Executive’s Date of Termination, after giving due notice or if Executive is a Specified Employee (within the prescribed time frame meaning of an initial event specified aboveTreasury Regulation §1.409A-1(i)), shall not waive any of his rights under this Agreement and this Section solely by virtue commence on the first business day of the fact that Executive has submitted his resignation, provided Executive has remained in seventh month following Executive’s Date of Termination. (c) Upon the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A)Event of Termination, (B), (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment the Bank will cause to be continued life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Company Bank for Executive prior to his termination, provided that such benefits shall not be provided in the event they should constitute an unsafe or unsound banking practice relating to executive compensation and employment contracts pursuant to applicable regulations, as is now or hereafter in effect. Such coverage shall cease upon the Bank (including a resignation for Good Reason), at any time following a Change in Control during expiration of the remaining term of this Agreement. For these purposes. (d) Executive’s “involuntary termination by the Bank” and “resignation from the Bank’s employ” in accordance with Section 4(a) shall be construed to require a “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a Change in Control shall mean:level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than a termination for Cause (as defined in Section 8 below)Cause, or a termination upon Retirement, or a termination for Disability or Retirement (as defined in Section 7 below)disability; or and (ii) Executive’s resignation from the Bank’s employ, upon any any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive as to Executive Vice President and Chief Financial Officer Position, unless consented to by Executive, or to elect Executive to the Board of the Company or the Bank (without Executive’s consent), Directors (B) a substantial adverse and material change in Executive’s functionsfunction, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (C) a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a substantial and material reduction in the to Base Salary or benefits and perquisites to of Executive from those being provided as of the Effective Date effective date of this Agreement (other than a except for any reduction that is part of a Bankan employee-wide reduction in pay or benefits); or , (D) a liquidation or dissolution of the Bank, or (E) material breach of this Agreement by the CompanyBank, (F) a relocation of Executives principal place of employment more than twenty five (25) miles from the principal office on this date. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E) or (EF) above. , Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (iii30) The involuntary days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive’s employment by except as provided in Section 4. (b) Upon the Company or occurrence of an Event of Termination, the Bank shall pay Executive, or, as severance pay or liquidated damages, or both, a cash amount equal to the greater of three (including a resignation for Good Reason), 3) times the sum of the highest annual rate of Base Salary paid to Executive at any time under the Agreement. (c) Upon the occurrence of an Event of Termination, the Bank will provide at the Bank’s expense, life, medical and dental coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Bank for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage shall cease thirty six (36) months following the Event of Termination. In the alternative, the Company shall pay to Executive a Change cash amount equal to Executive’s cost of obtaining such benefits on his own, adjusted for any federal or state income taxes Executive has to pay on the cash amount. (d) At the option of the Bank, the payments under Section 4(b) above shall be divided into three equal payments and paid annually except that such payments and continued coverage under Section 4(c) above shall cease pro rata upon the Executive’s re-employment in Control during a position substantially similar. (e) Upon the term occurrence of this Agreement. For these purposesan Event of Termination, a Change in Control shall mean:any non-vested stock options granted to Executive under any stock option plan or restricted stock plan of the Bank will fully vest.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than termination for Cause (as defined in Section 8 below), or termination for Disability or Retirement (as defined in Section 7 below); or (ii) Executive’s resignation from the Bank’s employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Executive Officer of the Company or the Bank (without Executive’s consent), (B) material change in Executive’s functions, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (C) a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good Reason), at any time following a Change in Control during the term of this Agreement. For these purposespurposes of this Agreement, a the term “Change in Control Control” shall mean:

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 15. (a) The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than termination for Cause than, (A) disability or retirement as defined in Section 8 6 below, (B) a Change in Control, as defined in Section 5(a), or termination (C) Termination for Disability or Retirement (Cause as defined in Section 7 below)hereof; or (ii) Executive’s resignation from the Bank’s employ, upon employ for “Good Reason.” Good Reason shall include any: (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Officer of the Company or the Bank (without Executive’s consent)Executive Officer, (B) failure to renominate and reelect Executive to the Bank’s or the Company’s board following his appointment thereto provided, however, that any failure to elect Executive to such board which results from the actions of non-affiliated stockholders, shall not be deemed an Event of Termination, (C) material change in Executive’s functionsfunction, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1▇▇▇▇▇▇▇ ▇, above▇▇▇▇▇, (C▇) a relocation of Executive’s principal place of employment by more than 35 15 miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date effective date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); orAgreement, (E) material liquidation or dissolution of the Bank other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or (F) any other breach of this Agreement by the CompanyBank. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “constituting Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 Agreement by resignation upon not less than 30 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company prior written notice given within a reasonable period of time (not to exceed 90 days) after the conditionevent giving rise to the right to elect, and provided further that the Company has which termination by Executive shall be an Event Termination. The Bank shall have at least 30 days to remedy the conditionevent constituting Good Reason, provided, however, the Bank shall be entitled to waive such period and make an immediate payment hereunder. Notwithstanding In the precedingevent of Executive’s resignation for any reason other than as specifically set forth in this Section 4(a), Executive shall not be entitled to any benefits under this Agreement. (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a continuing breach sum equal to the Base Salary due to Executive for the remaining unexpired term of this Agreement by the Agreement; provided, however, that if the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank’s capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. All amounts payable hereunder shall be made in a lump sum without reduction in the event Executive obtains employment following an Event of Termination, and shall commence within thirty (30) days following Executive’s Date of Termination, after giving due notice or if Executive is a Specified Employee (within the prescribed time frame meaning of an initial event specified aboveTreasury Regulation §1.409A-1(i))), shall not waive any of his rights under this Agreement and this Section solely by virtue commence on the first business day of the fact that Executive has submitted his resignation, provided Executive has remained in seventh month following Executive’s Date of Termination. (c) Upon the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A)Event of Termination, (B), (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment the Bank will cause to be continued life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Company Bank for Executive prior to his termination, provided that such benefits shall not be provided in the event they should constitute an unsafe or unsound banking practice relating to executive compensation and employment contracts pursuant to applicable regulations, as is now or hereafter in effect. Such coverage shall cease upon the Bank (including a resignation for Good Reason), at any time following a Change in Control during expiration of the remaining term of this Agreement. For these purposes. (d) Executive’s “involuntary termination by the Bank” and “resignation from the Bank’s employ” in accordance with Section 4(a) shall be construed to require a “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a Change in Control shall mean:level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s 's term of employment under this Agreement, but prior to the date Executive attains age 65, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Holding Company or the Bank of Executive’s 's full-time employment hereunder for any reason other than termination for Cause (as defined in governed by Section 8 below)5(a) of this Agreement, or termination Termination for Disability or Retirement (Cause, as defined in Section 7 below)of this Agreement, or Retirement or Disability, as defined in paragraph (f) of this Section 4 or; or (ii) Executive’s 's resignation from the Bank’s Holding Company's employ, upon any upon, any (A) notice to Executive by the Holding Company of non-renewal of the term of this Agreement, (B) failure to re-elect or reelect or to re-appoint or reappoint Executive as Executive Vice President and Chief Financial Executive Officer of the Holding Company or a failure to nominate or re-elect Executive to the Bank Board of Directors of the Holding Company or of the Institution, unless Executive otherwise consents (without Executive’s consent), (BC) material change in Executive’s functions's function, duties, or responsibilitiesresponsibilities with the Holding Company, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 11 of this Agreement (and any such material change shall be deemed as continuing breach of this Agreement), above, unless Executive otherwise consents, (CD) a relocation of Executive’s 's principal place of employment by more than 35 25 miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (DE) a material reduction in the benefits and benefits, arrangements or perquisites to Executive from those being which is not general in nature and applicable on a nondiscriminatory basis to all employees covered by such benefits, arrangements, or perquisites or, pursuant to Section 3(b) of this Agreement, to which Executive does not consent or for which Executive is not or will not be provided as the economic benefit, (F) liquidation or dissolution of the Effective Date of this Agreement Holding Company or the Institution, or (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (EG) material breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E), (F) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good ReasonG), at any time following a Change in Control during above, Executive shall have the term of right to elect to terminate employment under this Agreement. For these purposes, a Change in Control shall mean:Agreement by resignation upon not less than sixty

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than following a Change in Control, as defined in Section 5(a) hereof, or termination for Cause (Cause, as defined in Section 8 below)hereof, or termination for Disability or upon Retirement (as defined in Section 7 below)hereof, or for Disability as set forth in Section 6 hereof; orand (ii) Executive’s resignation from the Bank’s employ, upon any any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President and Chief Financial Executive Officer of the Company or the Bank (without Bank, unless consented to by Executive’s consent), , (B) material change in Executive’s functionsfunction, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 11 above, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive’s principal place of employment by more than 35 30 miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of the Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date effective date of this Agreement (other than a unless such reduction that is part of a Bank-wide reduction in pay benefits to all employees of the Bank in connection with a bankwide benefit plan), (D) liquidation or benefits); or dissolution of the Bank, or (E) material breach of this Agreement by the CompanyBank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) through or (E) above (each, a “Good Reason”)above, Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 Agreement by resignation upon not less than thirty (30) days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the conditionevent giving rise to said right to elect, and provided further that the Company has at least 30 days to remedy the conditionwhich termination by Executive shall be an Event of Termination. Notwithstanding the precedingpreceding sentence, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive resignation but has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (E) above. (iiib) The involuntary termination Upon the occurrence of Executive’s employment by the Company or an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a cash amount equal to the greater of the payments due for the remaining term of the Agreement, or one (including a resignation for Good Reason), 1) times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time following a Change under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive with respect to the three (3) completed fiscal years prior to the Event of Termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the Event of Termination; provided however, that if the Bank is not in Control during compliance with its minimum capital requirements or if such payments would cause the term Bank’s capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance; and provided further, that in no event shall total severance compensation from all sources exceed ne (1) times Executive’s average annual compensation over the five (5) fiscal years preceding the fiscal year in which the termination of employment occurs (for purposes of this Agreementprovision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, base salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the Internal Revenue Service (“IRS”) requirement for deductibility by the Bank). The present value of the payment required hereunder shall be made in a lump sum within thirty (30) days following Executive’s termination of employment, or, if Code Section 409A is applicable, on the first day of the seventh full month following Executive’s termination of employment. For these purposes, a Change present value shall be determined using the applicable federal rate under Section 1274(d) of the Internal Revenue Code (“Code”). Such payments shall not be reduced in Control the event Executive obtains other employment following termination of employment. (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued at the Bank’s expense, life, medical, dental and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage shall mean:cease thirty-six (36) months following the Event of Termination.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than (A) Disability (as defined in Section 7) or Retirement (as defined in Section 7), or (B) termination for Cause (as defined in Section 8 below)8), or provided that such termination for Disability or Retirement (of employment constitutes a “Separation from Service” as defined in Section 7 below); or (ii) Executive’s resignation from the Bank’s employCompany, upon any (A) failure to elect or reelect re-elect or to appoint or reappoint re-appoint Executive as Executive Vice President and Chief Financial Officer a senior executive officer of the Company or the Bank (without Executive’s consent)Company, (B) material change in liquidation or dissolution of the Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s functions, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above,or (C) a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A) through ), (E) above B), or (eachC), a “Good Reason”)above, Executive shall have the right to elect to voluntarily terminate his employment under this AgreementAgreement by resignation upon thirty (30) days prior written notice given within a reasonable period of time not to exceed ninety (90) days after the initial event giving rise to said right to elect. The Company shall have thirty (30) days to cure the conditions giving rise to the Event of Termination, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days may elect to remedy the conditionwaive such thirty (30) day period. Notwithstanding the precedingpreceding sentence, in the event of a continuing breach of this Agreement by the BankCompany, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive resignation but has remained in the employment of the Bank Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), or (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company Company, or the Bank (including a Executive’s voluntary resignation for Good Reason)from the Company’s employ, at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Company shall mean:mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (a), considered as though he were a member of the Incumbent Board or (b) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction in which the Company is not the surviving institution occurs or is implemented or (c) Executive is not elected to serve as a director of the Company. Upon the occurrence of an Event of Termination described in Section 6(a)(i), (ii) or (iii), on the Date of Termination, as defined in Section 9(b), no later than 30 days after such Event of Termination, the Company shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum amount equal to two years of the Base Salary, plus the amount of his most recent Bonus earned by Executive, such that the payments are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) under the “short term deferral rule.” Also upon the occurrence of an Event of Termination, all shares and restricted shares of the Company and options for the Company’s shares held by Executive which have been granted but are unvested pursuant to this Agreement or any prior agreement shall immediately vest. (b) Upon the occurrence of an Event of Termination, the Company will cause to be continued, at Company’s sole expense life and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Company for Executive prior to his termination. Such coverage or payment shall continue for thirty-six (36) months from the Date of Termination. If the Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Company to penalties, then the Company shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s Date of Termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Company to penalties.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the involuntary termination by the Company or the Bank of Executive’s full-time employment hereunder for any reason other than (A) Disability (as defined in Section 7) or Retirement (as defined in Section 7), or (B) termination for Cause (as defined in Section 8 below)8), or provided that such termination for Disability or Retirement (of employment constitutes a “Separation from Service” as defined in Section 7 below); or (ii) Executive’s resignation from the Bank’s employCompany, upon any (A) failure to elect or reelect re-elect or to appoint or reappoint re-appoint Executive as Executive Vice President and Chief Financial Officer a senior executive officer of the Company or the Bank (without Executive’s consent)Company, (B) material change in liquidation or dissolution of the Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s functions, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above,or (C) a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or (E) material breach of this Agreement by the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), or (C) through (E) above (each, a “Good Reason”)above, Executive shall have the right to elect to voluntarily terminate his employment under this AgreementAgreement by resignation upon thirty (30) days prior written notice given within a reasonable period of time not to exceed ninety (90) days after the initial event giving rise to said right to elect. The Company shall have thirty (30) days to cure the conditions giving rise to the Event of Termination, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days may elect to remedy the conditionwaive such thirty (30) day period. Notwithstanding the precedingpreceding sentence, in the event of a continuing breach of this Agreement by the BankCompany, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive resignation but has remained in the employment of the Bank Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), or (C), (D) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company Company, or the Bank (including a Executive’s voluntary resignation for Good Reason)from the Company’s employ, at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Company shall mean:mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (a), considered as though he were a member of the Incumbent Board or (b) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction in which the Company is not the surviving institution occurs or is implemented. Upon the occurrence of an Event of Termination described in Section 6(a)(i), (ii) or (iii), on the Date of Termination, as defined in Section 9(b), no later than 30 days after such Event of Termination, the Company shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum amount equal to two years of the Base Salary, such that the payments are intended to be exempt from Code Section 409A under the “short term deferral rule.” Also upon the occurrence of an Event of Termination, all shares and restricted shares of the Company and options for the Company’s shares held by Executive which have been granted but are unvested pursuant to this Agreement or any prior agreement shall immediately vest. (b) Upon the occurrence of an Event of Termination, the Company will cause to be continued, at Company’s sole expense life and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Company for Executive prior to his termination. Such coverage or payment shall continue for thirty-six (36) months from the Date of Termination. If the Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Company to penalties, then the Company shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Company to penalties. (c) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Company and Executive reasonably anticipate that no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of “Separation from Service” shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under subparagraph (b) or (d) of this Section 6 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s 's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Holding Company or the Bank of Executive’s 's full-time employment hereunder for any reason other than termination Termination for Cause (as defined in Section 8 below)Cause, or termination for Disability or Retirement (as defined in Section 7 below)hereof; or or (ii) Executive’s 's resignation from the Bank’s Holding Company's employ, upon any any of (A) notice to Executive by the Holding Company of non-renewal of the term of this Agreement, (B) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President an executive vice president and Chief Financial Commercial Banking Officer of the Company Holding Company, or failure to appoint or reappoint Executive as an executive vice president and Chief Commercial Banking Officer of the Bank Bank, unless Executive consents to any such event, (without Executive’s consent), (BC) a material change in Executive’s functions's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 11 above (and any such material change shall be deemed a continuing breach of this Agreement), above, (CD) a relocation of Executive’s 's principal place of employment by more than 35 fifty (50) miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction in the benefits and perquisites available to Executive from those being provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or to which Executive does not consent, (E) material liquidation or dissolution of the Bank or the Holding Company, or (F) breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good ReasonF), at any above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time following not to exceed, except in case of a Change in Control during continuing breach, four calendar months after the term of this Agreement. For these purposes, a Change in Control shall mean:event giving rise to said right to elect.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) The provisions of this Section 6 shall apply upon Upon the occurrence of an Event of Termination (as herein defined) during Executive’s 's term of employment under this Agreement, the provisions of this Section 4 shall apply. As used in this Agreement, an “"Event of Termination” " shall mean and include any one or more of the following: : (i) the involuntary termination by the Company or the Bank Institution of Executive’s 's full-time employment hereunder for any reason other than termination for Cause (than, Retirement, as defined in Section 8 below)6 hereof, or termination Termination for Disability or Retirement (Cause, as defined in Section 7 below)hereof; or (ii) Executive’s 's resignation from the Bank’s Institution's employ, upon any any (A) notice to Executive by the Institution of non-renewal of the term of this Agreement, (B) failure to elect or reelect or to appoint or reappoint Executive as [TITLE], or failure to nominate or reelect Executive Vice President and Chief Financial Officer to the Board of Directors of the Company or the Bank Institution, unless Executive consents to any such event, (without Executive’s consent), (BC) a material change in Executive’s functions's function, duties, or responsibilities, which change would cause Executive’s 's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 11 above (and any such material change shall be deemed a continuing breach of this Agreement), above, (CD) a relocation of Executive’s 's principal place of employment by more than 35 fifty (50) miles from its location at the corporate office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇effective date of this Agreement, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (without Executive’s consent); (D) or a material reduction in the benefits and perquisites available to Executive from those being to which Executive does not consent or for which Executive is not or will not be provided as of the Effective Date of this Agreement (other than a reduction that is part of a Bank-wide reduction in pay or benefits); or economic benefit pursuant to Section 3(b) hereof, (E) material liquidation or dissolution of the Institution or the Holding Company, or (F) breach of this Agreement by the CompanyInstitution. Upon the occurrence of any event described in clauses (ii) (A) through (E) above (each, a “Good Reason”), Executive shall have the right to elect to voluntarily terminate his employment under this Agreement, provided that, within 90 days of the initial existence of the condition serving as the basis for the voluntary termination for Good Reason, Executive gives the Company written notice of the condition, and provided further that the Company has at least 30 days to remedy the condition. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E) or (E) above. (iii) The involuntary termination of Executive’s employment by the Company or the Bank (including a resignation for Good ReasonF), at any above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time following not to exceed, except in case of a Change in Control during continuing breach, four calendar months after the term of this Agreement. For these purposes, a Change in Control shall mean:event giving rise to said right to elect.